<PAGE>
                        UNITED STATES BANKRUPTCY COURT
                         FOR THE DISTRICT OF COLORADO


In re:    

CASINOS USA, INC. d/b/a BULL  )    Case No. 95-20864 MSK
DURHAM SALOON & CASINO        )
EIN: 75-2429383               )    Chapter 11
     Debtor.                  )

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                DEBTOR'S SECOND AMENDED PLAN OF REORGANIZATION
                            DATED SEPTEMBER 4, 1996

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     The Debtor, Casinos U.S.A., Inc., proposes the following Plan of
Reorganization pursuant to Chapter 11 of the Bankruptcy Code:

                                  ARTICLE I.
                                  DEFINITIONS

     For the purposes of this Plan of Reorganization, the following terms
shall have the respective meanings hereinafter set forth (such meanings to be
equally applicable to both the singular and plural forms of the terms
defined):

     "Administrative Claim" shall mean those claims entitled to priority under
the provisions of Sections 507(a)(1) and 503(b) of the Bankruptcy Code,
including actual and necessary costs and expenses of preserving the estate.

     "Allowed Claim" shall mean a claim (a) in respect of which a proof of
claim has been timely filed with the court against the Debtor within the
applicable period of limitation fixed by Federal Rule of Bankruptcy Procedure
3003 or (b) scheduled in the list of creditors prepared and filed with the
court by the Debtor pursuant to Rules 1007 and 2003 of the Federal Rules of
Bankruptcy Procedure, and not listed as disputed, contingent or liquidated as
to amount in either case to which no objection to the allowance thereof has
been interposed within any applicable period of limitation pursuant to Federal
Rule of Bankruptcy Procedure 3007 or an order of the Court, or as to which any
such objection has been terminated by an order of judgment which is no longer
subject to appeal, or certiorari proceeding, and as to which no appeal or
certiorari proceeding is pending.

     "Allowed Secured Claim" shall mean an Allowed Claim secured by a valid
lien, security interest or other charge against or interest in property in
which the Debtor has an interest, or which is subject to set off, which is not
void or voidable under any state or federal law, including any provision of
the Bankruptcy Code to the extent of the value (determined in accordance with
Sections 506(a) and/or Section 502(c) of the Bankruptcy Code and Federal Rule
of Bankruptcy Procedure 3012) of the interest of the holder of such allowed
secured claim and the Debtor's interest in such property, or to the extent of
the amount subject to set off, as the case may be, less such fees, costs, and
charges as may be allowed with respect to such claim under Section 506(c) of
the Bankruptcy Code. 

     "Allowed Unsecured Claim" shall mean the Allowed Claims against the
Debtor which are unsecured and which are other than Allowed Priority Claims
and Administrative Claims and shall include any deficiency claim accruing to
the holder of an Allowed Secured Claim.

     "ASTRAEA" shall mean Astraea Investment Management, L.P., the holder of a
Collateral Assignment of the Promissory Note and Deed of Trust executed by
Lisa Paige Montrose payable to Casinos U.S.A., Inc.

     "Available Net Cash Flow" shall mean, as of a particular Distribution
Date, the Net Cash Flow received by the Debtor during the period commencing on
the immediately prior Distribution Date and terminating on the day prior to
such particular Distribution Date.

     "Bankruptcy Code" shall mean the United States Bankruptcy Code, 11 U.S.C.
Section 101, et seq.

     "Choses in Action" shall mean any claims, rights, causes of action or
choses in action held by the Debtor, including without limitation, all rights
of the Debtor under Sections 544, 545, 547, 548, 549 and 553 of the Bankruptcy
Code, against any person, including, without limitation, any claims that the
Debtor may have against current or former officers and directors of the Debtor
in connection with transactions involving funds of Casinos U.S.A., Inc.

     "Claim" shall mean a claim against the Debtor as defined in 11 U.S.C.
Section 101(5).

     "Class" shall mean any class of creditors or interests described in
Article II of the Plan.

     "Confirmation Date" shall mean the date on which the confirmation order
is entered by the Bankruptcy Court.

     "Confirmation Order" shall mean a Final Order of the Bankruptcy Court
confirming the Plan in accordance with the provisions of Chapter 11 of the
Bankruptcy Code.

     "Court" or "Bankruptcy Court" shall mean the United States Bankruptcy
Court for the District of Colorado, unless otherwise identified.

     "Debtor" shall mean Debtor-In-Possession, Casinos U.S.A., Inc., a
Colorado corporation. The terms "Debtor" and "Debtor-In-Possession" may be
used interchangeably in the within Plan and Disclosure Statement, but shall
have the same meaning. The Debtor, Casinos U.S.A., Inc. is the proponent of
this Plan of Reorganization.

     "Disallowed Claim" shall mean any claim or portion thereof that has been
disallowed by a Final Order of the bankruptcy court.

     "Distribution Date" shall mean each anniversary of the Effective Date and
the date the Global Management Agreement is terminated.

     "Disclosure Statement" shall mean the Disclosure Statement describing the
Plan filed herein, approved by the Court and distributed to the creditors and
parties in interest pursuant to 11 U.S.C. Section 1125.

     "Effective Date" shall mean the date 30 days after the entry of the
Confirmation Order.

     "Estate" shall mean the estate created and existing in this case pursuant
to Section 541 of the Bankruptcy Code.

     "Final Order" shall mean an order of the Court as to which (a) the time
for appeal has expired and no notice of appeal has been filed; (b) no stay as
provided by Rule 8005 of the Federal Rules of Bankruptcy Procedure has been
issued with respect to any timely filed appeal, or, if issued, such stay has
lapsed, expired or been revoked; or (c) any timely filed appeal in which a
stay has issued has been finally determined or dismissed. The time for appeal,
for purposes of this definition, shall be the time permitted for an appeal to
the United States District Court.

     "Global" shall mean Global Casinos, Inc., a Utah corporation. 

     "Global Management Agreement" shall mean the Management Agreement
described in Article IV.C. of the Plan.

     "IGT" shall mean IGT Commercial Corporation, the entity which has a
security interest in certain of the Slot Machines owned by the Debtor and
which is the holder of an Allowed Secured Claim and an Allowed Unsecured Claim
against the estate.

     "Management Fee" shall mean the monthly fee of $7,500.00 per month paid
to Global pursuant to the Global Management Agreement.

     "Net Cash Flow" shall mean all revenue of the Debtor, derived from any
source whatsoever, less reasonable operating expenses incurred in connection
therewith (including the Management Fee), reasonable expenditures for
necessary or desirable capital improvement expenditures, amounts necessary for
reserves, taxes, and all amounts due and payable on the Notes held by holders
of Allowed Claims in Classes 5, 6, 8, and 9. Net Cash Flow shall be calculated
and distributed by the Debtor as soon as practicable after each Distribution
Date.

     "Petition Date" shall mean October 18, 1995, the date on which the Debtor
filed its Chapter 11 petition with the Court.

     "Plan" shall mean this Plan of Reorganization and such amendments, if
any, as may be proposed by the Debtor or any other joint proponent of this
Plan of Reorganization.

     "Promissory Note" shall mean the promissory note executed by Lisa Paige
Montrose payable to Casinos U.S.A., Inc., as modified June 21, 1993, in the
principal amount of $1,160,000.00, which is secured by a first priority deed
of trust on the Real Estate.

     "Real Estate" shall mean the real property and improvements located at
110 Main Street, Black Hawk, Colorado, which property is legally described as
Lot 5 and the Adjoining 30 feet of Lot 4, Block 40, City of Black Hawk, as
described in Deed recorded in Book 58 at Page 16, County of Gilpin, State of
Colorado.

     "Shareholder" shall mean those individuals or entities holding shares of
stock in the Debtor.

     "Slot Machines" shall mean all of the slot machines owned by the Debtor
which are collateral for the debt owed to IGT.

     "Warrants" shall mean all of the Warrants to be distributed pursuant to
this Plan and shall provide for the rights and duties set forth below: 

     (1)  General Description of Warrants. Collectively, the Warrants shall
permit their holders to purchase from the reorganized Debtor an amount of
common stock so that immediately after exercise, the Warrant holders will own
80% of the common stock of the Debtor. Except as set forth herein, the
Warrants shall be non-transferable and any person that controls an entity that
owns the Warrants shall be prohibited from transferring such controlling
interest. A Warrant holder may transfer their Warrants to an affiliate of the
Warrant holder subject to applicable gaming and securities laws, and subject
to the consent of a majority of the Debtor's shareholders, which consent shall
not be unreasonably withheld. The Warrants shall be exercisable at any time
from one year after the Effective Date and before seven (7) years after the
Effective Date, but only subsequent to a sale of substantially all of the
Debtor's assets, merger, recapitalization, refinance or other restructuring.
In the event the Debtor, in accordance with the provisions of its corporate
bylaws, negotiates a sale of substantially all of the Debtor's assets, or a
merger, recapitalization, refinance or other restructuring within the one year
period after the Effective Date, the Warrant holders shall be entitled to
exercise their Warrants. Each Warrant shall permit its holder to purchase one
(1) share of common stock for $.01. A Warrant shall terminate after all of the
indebtedness to that holder of the Warrant has been paid, even where seven (7)
years from the Effective Date have not passed, so long as there has been no
merger, recapitalization, restructuring, refinance or sale of substantially
all of the assets of the Debtor prior to the payment of such indebtedness. Any
exercise of the Warrants by their holders shall be subject to any applicable
rules, regulations, and/or approvals of the Colorado Gaming Commission.

     (2)  Limited Voting Right of Warrant Holders. The Warrant holders shall
be entitled to call a vote of the stockholders and Warrant holders on whether
any merger, recapitalization, restructuring, refinance, or sale of the assets
of the Debtor should be made or effectuated and the reorganized Debtor's board
of directors shall effectuate any transaction approved in such a vote in
accordance with applicable law, but the Warrant holders shall not have the
right to call a vote of the stockholders and Warrant holders during the one
year period after the Effective Date of the Plan. Shareholder approval shall
be required for any merger, recapitalization, restructuring, refinance or sale
of substantially all of the assets of the Debtor. The Warrant holders shall be
entitled to vote their Warrants as though each Warrant was one share of common
stock on any such merger, recapitalization, restructuring, refinance or sale
issues, but upon no other issue. Nothing herein shall be deemed to prohibit
the common stockholder from transferring all of the common stock of the Debtor
(subject to the Warrants) to a third party without a vote of the Warrant
holders provided that such transfer would not materially jeopardize the gaming
licensing of the Debtor. 

     (3)  Warrant Holder Obligation to Buy Common Stock Pursuant to Put
Option. The Warrant holders shall have the obligation to purchase all of the
outstanding common stock of the Debtor at the option of the common stockholder
for $1.00, exercisable at any time from one year after the Effective Date but
no later than 7 years after the Effective Date and upon thirty (30) days
written notice by the common stockholder to the Warrant holders (the "Put").
The Put is contingent upon the transfer of the Management Agreement to a
licensed gaming operator (whose identity shall be disclosed in the thirty (30)
day written notice by the common stockholder to the Warrant holders) subject
to any applicable rules, regulations and/or approvals of the Colorado Gaming
Commission, so that the continued operation of the casino will not be
jeopardized by gaming licensing problems caused by the exercise of the Put. In
the event the Put is exercised, the Warrant holders shall have a right to
substitute the designated transferee of the Management Agreement during the
thirty (30) day notice period. 

     (4)  Definition of "Affiliate"; "Control" and "Person". For purposes of
this Section on Warrants, the following definitions shall apply:

     (a)  "Affiliate" shall mean (i) in the case of an entity, any Person who
or which, as of the Effective Date, directly or indirectly, through one or
more intermediaries, controls or is controlled by, or is under common control
with, any specified Person; or (ii) in the case of an individual, such
individual's spouse, children, grandchildren or parents or a trust primarily
for the benefit of any of the foregoing.

     (b)  "Control" (including the terms "controlled by" and "under common
control with"), with respect to the relationship between or among two or more
Persons, means the possession, directly or indirectly or as trustee or
executor, of the power to direct or cause the direction of the affairs or
management of a Person, whether through the ownership of voting securities, as
trustee or executor, by contract or otherwise, including, without limitation,
the ownership, the ownership, directly or indirectly, of securities having the
power to elect a majority of the board of directors or similar body governing
the affairs of such Person.

     (c)  "Person" means any individual or entity, including corporations,
partnerships, limited liability companies, and trusts.

     (5)  Other Rights and Duties. The holders of the Warrants shall have
other rights and duties as set forth in this Plan, including those rights set
forth in Article IV, Paragraph C. 


                                  ARTICLE II.
                    CLASSIFICATION OF CLAIMS AND INTERESTS

     The claims and interests of the Debtor shall be divided into the
following classes:

     Class 1. Class 1 claims shall consist of and be all Allowed
Administrative Claims.

     Class 2. Class 2 claims shall consist of and be all Allowed Claims
entitled to priority under Section 507(a)(3) and (4) of the Bankruptcy Code
(certain wage and employee benefit priorities).

     Class 3. Class 3 claims shall consist of and be all Allowed Claims
entitled to priority under Section 507(a)(8) of the Bankruptcy Code (certain
taxes). 

     Class 4. Class 4 claims shall consist of the Allowed Secured Claim of any
governmental units for pre-petition taxes, including but not necessarily
limited to the following:

     4.1  The claim of the Colorado Department of Revenue for unpaid sales tax
plus statutory interest.

     4.2  The claim of the Gilpin County Treasurer for unpaid real and
personal property taxes for the 1995 year due and payable in 1996 plus
statutory interest.

     Class 5. Class 5 claims shall consist of the Allowed Secured Claim of
ASTRAEA as the holder of a fully secured and perfected security interest in
the Promissory Note.

     Class 6. Class 6 claims shall consist of the Allowed Secured Claims of
persons who have equal priority security interests in the Promissory Note
other than ASTRAEA (the unsecured portion of the indebtedness to such persons
Note shall be classified as Class 12 indebtedness).

     Class 7. Class 7 claims shall consist of the claim of Public Service
Company of Colorado which is fully secured by a pre-petition security deposit
paid by the Debtor to Public Service Company of Colorado.

     Class 8. Class 8 claims shall consist of the Allowed Secured Claims of
Lisa Paige Montrose, Long & Jaudon and Richard and Francine Frajola, all of
which claims are secured by a single deed of trust on the Real Estate owned by
the Debtor (the unsecured portion of the indebtedness to such persons shall be
classified as Class 13 indebtedness).

     Class 9. Class 9 claims shall consist of and be the Allowed Secured Claim
of IGT, which claim is secured by a security interest in Slot Machines owned
by the Debtor (the unsecured portion of the indebtedness to IGT shall be
classified as Class 11 indebtedness and shall be limited to $75,000.00).

     Class 10. Class 10 claims shall consist of and be the Allowed Unsecured
Claims not entitled to priority and not expressly included in the definition
of any other class (including, without limitation, each allowed claim arising
out of the rejection of any executory contract or unexpired lease, and each
claim of the kinds described in Clauses (3) and (4) of 11 U.S.C. Section
507(a), to the extent that the allowed amount of such claim exceeds the
maximum amount (as fixed by said clauses) in which such claim may be accorded
priority thereunder), provided the allowed amount of such claim does not
exceed $1,500.00 or the holder thereof elects to reduce such claim to such
sum.

     Class 11. Class 11 claims shall consist of and be the Allowed Unsecured
Claims not entitled to priority and not expressly included in the definition
of any other class (including, without limitation, each allowed claim arising
out of the rejection of any executory contract or unexpired lease, and each
claim of the kinds described in Clauses (3) and (4) of 11 U.S.C. Section
507(a), to the extent that the allowed amount of such claim exceeds the
maximum amount (as fixed by said clauses) in which such claim may be accorded
priority thereunder), provided the allowed amount of such claim exceeds
$1,500.00 and the holder thereof does not elect to reduce such claim to said
amount.

     Class 12. Class 12 claims shall consist of the Allowed Claims for the
unsecured portion of any indebtedness secured by a lien on the Promissory
Note.

     Class 13. Class 13 claims shall consist of the Allowed Claims for the
unsecured portion of the indebtedness to Lisa Paige Montrose, Long & Jaudon,
and Richard and Francine Frajola.

     Class 14. The Class 14 claims shall consist of the Allowed Claims for the
unsecured indebtedness owing to Global in the amount of $134,565.00 and
$239,171.00, and the indebtedness owing to Colorado Gaming Properties, Inc. in
the amount of $50,000.00, but shall not include any claims in Class 1, 6, 11,
or 12.

     Class 15. Class 15 interests shall be and consist of the interest of the
Shareholders of all of the stock of the Debtor.

                                 ARTICLE III.
               TREATMENT AND PROVISIONS FOR EACH CLASS OF CLAIMS
                           DEALT WITH UNDER THE PLAN

     Each class of claims or interests shall be dealt with in the manner set
forth below. All classes of claims and interests above defined will be
impaired under the Plan, except for Classes 1, 2, and 7, whose claims are
unimpaired under the Plan.

     In the event of a controversy as to whether any class of claims is
impaired under the Plan, the Bankruptcy Court, after notice and opportunity
for hearing, shall determine such controversy.

     Class 1. Class 1 claims approved and allowed by the Court shall be paid
in cash within thirty days following the Effective Date of the Plan, except to
the extent that the holder of a particular claim in Class 1 shall agree to a
different treatment.

     Class 2. Class 2 claims shall be paid in cash, the amount of their
Allowed Claims within thirty (30) days following the Effective Date of the
Plan. 

     Class 3. Class 3 claims shall be paid in cash, the amount of their
Allowed Claims within thirty (30) days following the Effective Date of the
Plan.

     Class 4. Class 4 claims shall retain their liens and shall be paid in
cash the amount of their Allowed Claims (including statutory interest) within
thirty (30) days following the Effective Date, unless paid sooner pursuant to
court order.

     Class 5. The Promissory Note shall be cancelled and the holder of the
Class 5 claim shall receive Debtor's promissory note in the principal amount
of $720,000.00, bearing interest at the rate of 7% per annum from the Petition
Date with monthly payments amortized evenly over a period of thirty (30)
years, and shall be payable in full on or before seven (7) years from the
Effective Date. In addition to the payments set forth above, the promissory
note shall provide for payment to the holder of the Class 5 claim, as soon as
practicable after each Distribution Date of 37.5% of Available Net Cash Flow
until the promissory note is paid in full. All payments under the promissory
note shall be first applied to accrued interest and then to principal. The
promissory note to be issued to the Class 5 claim holder (along with the
promissory notes to be issued to Class 6 holders) shall be secured by a first
deed of trust on the Real Estate. The deed of trust shall provide that the
holders of the second deed of trust (Class 8 claimants) to be issued pursuant
to this Plan shall have a nine (9) month period to cure any monetary default
by the Debtor under the deed of trust to be issued to the holders of Class 5
and 6 claims, provided that within thirty (30) days of receiving written
notice of a monetary default from the holders of the first deed of trust, the
holders of the second deed of trust have commenced a state law foreclosure
action, and further provided that within seven (7) days of receipt of a
Certificate of Purchase, the holders of the second deed of trust provide
evidence that the property has been listed with a licensed realtor. The nine
(9) month cure period shall begin to run from receipt of the written notice,
and shall expire prior to the nine (9) month period if the holders of the
second deed of trust (Class 8 claimants) fail to diligently pursue a state law
foreclosure action. Upon a termination of the cure period for any reason other
than payment of the amounts necessary to cure a monetary default, the holders
of the second deed of trust (Class 8 claimants) shall be required to assign
their rights in the second deed of trust to the holders of the first deed of
trust subject to the rights of the holders of the second deed of trust to
receive payment of all amounts owed to them under the second deed of trust
upon a sale of the Property. In addition, the holder of the Class 5 claim
shall receive 65% of the Warrants. 

     Class 6. Class 6 claims shall receive Debtor's promissory notes bearing
interest at 7% per annum with monthly payments amortized evenly over thirty
(30) years with principal equal to their Allowed Secured Claims, and shall be
payable in full on or before seven (7) years from the Effective Date. The
promissory notes to be issued to Class 6 claim holders (along with the
promissory note to be issued to the Class 5 holder) shall be secured by a
first deed of trust on the Real Estate. The deed of trust shall provide that
the holders of the second deed of trust (Class 8 claimants) to be issued
pursuant to this Plan shall have a nine (9) month period to cure any monetary
default by the Debtor under the deed of trust to be issued to the holders of
Class 5 and 6 claims, provided that within thirty (30) days of receiving
written notice of a monetary default from the holders of the first deed of
trust, the holders of the second deed of trust have commenced a state law
foreclosure action, and further provided that within seven (7) days of receipt
of a Certificate of Purchase, the holders of the second deed of trust provide
evidence that the property has been listed with a licensed realtor. The nine
(9) month cure period shall begin to run from receipt of the written notice,
and shall expire prior to the nine (9) month period if the holders of the
second deed of trust (Class 8 claimants) fail to diligently pursue a state law
foreclosure action. Upon a termination of the cure period for any reason other
than payment of the amounts necessary to cure a monetary default, the holders
of the second deed of trust (Class 8 claimants) shall be required to assign
their rights in the second deed of trust to the holders of the first deed of
trust subject to the rights of the holders of the second deed of trust to
receive payment of all amounts owed to them under the second deed of trust
upon a sale of the Property. . 

     Class 7. The Class 7 claim shall be paid in full upon the effective date
of the Plan from the pre-petition security deposit held by Public Service
Company of Colorado.

     Class 8. Class 8 claims shall receive promissory notes for the amount of
their total Allowed Secured Claims (which collective total is $2,350,000 less
the amount due on the promissory notes to be issued to holders of Class 5 and
Class 6 claims) payable monthly evenly amortized over a period of thirty (30)
years at 9.2% interest per annum and shall be payable in full on or before
seven (7) years from the Effective Date. In addition to the payments set forth
above, the Class 8 promissory notes shall provide for payment to the holders
of the Class 8 claims, prorata, as soon as practicable after each Distribution
Date, of 12.5% of the Available Net Cash Flow until such claims are paid in
full. Any payments shall be applied first to accrued interest and then to
principal. The Class 8 promissory notes shall be secured by a single second
deed of trust on the Real Estate. In addition, the Promissory Note shall be
cancelled, with the outstanding balance of the Promissory Note reducing the
amount of the claim of Lisa Montrose. 

     Class 9. The holder of the Class 9 claim shall receive $35,000.00 in cash
within thirty (30) days of the Effective Date and a promissory note in the
principal amount of $208,200.00, plus interest at 10% per annum with payments
of $6,000.00 per month and a final payment of all unpaid interest and
principal three (3) years after the Effective Date. The Class 9 promissory
note shall be secured by a first priority security interest in the Slot
Machines and all other slot machines owned by the Debtor as of the Effective
Date.

     Class 10. Class 10 claims shall be paid an amount equal to 100% of the
allowed amount of their claims in cash within thirty (30) days following the
Effective Date of the Plan.

     Class 11. Class 11 claims shall be paid a prorata amount of their allowed
claims from a pool of $50,000.00 less amounts paid to the holders of Class 10
claims, in cash within thirty (30) days following the Effective Date. The
holders of Class 11 claims shall also receive noninterest bearing promissory
notes for the remainder of their Allowed Claims payable upon the merger,
recapitalization, restructuring or sale of substantially all of the assets of
the Debtor, and if not sooner paid, within seven (7) years of the Effective
Date. The Debtor will make reasonable efforts to prepay the Class 11
promissory notes (prorata with payments on the Class 12 promissory notes) from
Available Net Cash Flow not otherwise committed under the Plan.

     Class 12. Class 12 claims shall, within thirty (30) days of the Effective
Date of the Plan, be given one share of common stock in the Debtor for each
dollar of their claims, if the holder agrees. If a holder does not agree to
the treatment set forth in the previous sentence, or if, in the opinion of
Debtor's board of directors, the issuance of stock to any of Class 12 holders
would make it unfeasible or overly difficult to maintain gaming licensing,
then instead of the treatment set forth in the previous sentence, such holders
who do not agree or who would make licensing unfeasible or overly difficult
shall receive no-interest promissory notes for the amounts of their claims
payable upon the sale of substantially all of the assets of the reorganized
Debtor, but in any event, before seven (7) years after the Effective Date. The
Debtor will make reasonable efforts to prepay the Class 12 promissory notes
(prorata with payments on the Class 11 promissory notes) from Available Net
Cash Flow not otherwise committed under this Plan.

     Class 13. Class 13 claims shall, within thirty (30) days of the Effective
Date of the Plan, receive $50,000.00 in cash to be divided among them prorata
and 35% of the Warrants. Each holder shall receive a portion of the Warrants
(to be given to Class 13 claimants) prorata to his claim to the total Class 13
claims.

     Class 14. The Class 14 claims shall receive nothing under the Plan on
account of their claims.

     Class 15. Class 15 interests shall receive nothing under the Plan on
account of such interests, and all outstanding stock of the Debtor shall be
cancelled.

                                  ARTICLE IV.
                        MEANS FOR EXECUTION OF THE PLAN

     The Debtor hereby provides the following means for execution of this
Plan.

     A.   Continuity of Business. The Debtor shall continue in business.
Payments to be made by the Debtor shall be made from cash currently on hand,
except that deferred payments and payments to be made under Debtor's
promissory notes issued pursuant to the Plan shall be made from cash flow
generated by the Debtor's reorganized business. The Debtor shall continue to
minimize expenses, maximize revenues, and make desirable capital improvements
to the end that the Debtor is able to pay all amounts owing under the Plan
within the time prescribed by the Plan. The Debtor will also diligently pursue
collection of the Woodbine Receivable and investigation, and if warranted,
suit on the Choses in Action.

     B.   Retention of Assets. The Debtor shall retain its property and assets
free and clear of all liens subject only to the security interests granted
under the terms of this Plan. Without limiting the generality of the
foregoing, the Debtor shall own the Promissory Note (which shall be
cancelled), the Real Estate, and the Slot Machines free and clear of all liens
and upon giving the promissory notes and security interests as set forth in
Article III those claimants who hold security interests in the Promissory
Note, Real Estate and Slot Machines shall execute such documents as may be
necessary or reasonably requested by the Debtor to perfect or otherwise put of
record, the release of their interests in the Promissory Note, the Real
Estate, and the Slot Machines. 

     C.   Management. The directors of the Debtor and the officers of the
Debtor shall remain as currently constituted subject to replacement at the
will of the Debtor's board of directors or shareholders as provided in the
Colorado Business Corporation Act. Debtor shall employ Daniel Scherer as on-
site general manager at a reasonable salary (currently approximately
$45,000.00 per year) on an at-will basis. Pursuant to the Global Management
Agreement, Global shall provide administrative, accounting, licensing and
purchasing management services and shall be entitled to receive from the
reorganized Debtor, the Management Fee for such services until such time as
substantially all of the assets of the Debtor are sold, provided that Global
may discontinue the Global Management Agreement at any time when the
reorganized Debtor has failed to pay at least two-thirds of all the Management
Fee which have accrued after the Effective Date, provided that Global gives
the holders of the Warrants ninety (90) days notice of such termination and
the opportunity to cure within said ninety (90) day period. Global shall
provide, on a monthly basis, the same types of information in the same format
as the Debtor is currently required to provide to the U.S. Trustee's office,
to the Warrant holders c/o Bruce Leadbetter, Dalfort Aviation, 7701 Lemmon
Avenue, Dallas, TX 75209.

     D.   Objections to Claims. The Debtor shall, and any other party in
interest, may object, when appropriate, to any Administrative, Secured or
Unsecured Claim. 

     E.   Payment of Allowed Claims or Issuance of Stock Under the Plan. The
reorganized Debtor shall make payments to creditors as provided for under the
terms of the within Plan. Payments shall be made by check, warrant
certificates, stock certificates, or promissory notes (as the case may be) and
shall be mailed to each creditor with Allowed Claims at the address in the
Debtor's Statements and Schedules filed with the Court, or as set forth in any
Proof of Claim, other pleading or change of address notification filed with
the Court.

     F.   Unclaimed Distribution. For a period of seven (7) years following
the Effective Date, the reorganized Debtor shall retain for issuance any
unclaimed distributions for the benefit of the holders of Allowed Claims which
have failed to claim such property. At the end of seven (7) years following
the Effective Date, the holders of Allowed Claim who are entitled to
distributions held in such reserve shall cease to be entitled thereto, and
such distributions shall become property of the Debtor.

                                  ARTICLE V.
                              EXECUTORY CONTRACTS

     To the best of Debtor's knowledge, the Debtor does not have any executory
contracts or unexpired leases. To the extent an agreement between the Debtor
and another party is determined to be an executory contract or unexpired
lease, then pursuant to Sections 365 and 1123(b)(2) of the Bankruptcy Code,
the Debtor hereby rejects all executory contracts and unexpired leases except
for those executory contracts and unexpired leases which shall have been
specifically assumed by the Debtor in writing prior to confirmation in a
pleading filed with the Court.

                                  ARTICLE VI.
                           MISCELLANEOUS PROVISIONS

     1.   Procedures for Resolving Contested Matters. 

     (a)  Objections to Claims shall be filed with the Court and shall be
served on the holders of each of the claims to which objections are filed by
no later than one hundred eighty (180) days after the Effective Date. The
reorganized Debtor shall litigate to judgment, settle or withdraw objections
to all such disputed claims.

     (b)  No payments or distributions shall be made with respect to all or
any portion of a disputed claim, unless and until all objections to such
disputed claims have been determined by Final Order of the Court. Payments and
distributions to holders of disputed claims, to the extent such become Allowed
Claims, shall be made in accordance with the provisions of the Plan, except
that if the Plan provides for a distribution prior to the time the disputed
claim is resolved, such distribution shall be delayed until the disputed claim
is determined by Final Order of the Court.

     2.   Retention of Jurisdiction.

     (a)  The Court shall retain and have exclusive jurisdiction over the
Chapter 11 case for the following purposes:

          (i)  To determine any and all objections to the allowance of claims;

          (ii) To determine any and all applications for allowances of
     compensation and reimbursement of expenses, and any other fees and
     expenses authorized to be paid or reimbursed under the Bankruptcy Code or
     Plan;

          (iii)     To determine any application pending on the Effective Date
     for the rejection or assumption of executory contracts or unexpired
     leases or the assumption and assignment, as the case may be, of those
     executory contracts or unexpired leases to which the Debtor is a party or
     with respect to which the Debtor may be liable, and to hear and
     determine, and if need be, to liquidate, any and all claims arising
     therefrom;

          (iv) To determine any and all applications, adversary proceedings,
     and contested or litigated matters that may be pending on the Effective
     Date;

          (v)  To consider any modifications of the Plan, remedy any defect or
     omission, or reconcile any inconsistency in any order of the Bankruptcy
     Court, including the Confirmation Order, to the extent authorized by the
     Bankruptcy Code;

          (vi) To determine all controversies, suits and disputes that may
     arise in connection with or interpretation, enforcement or consummation
     of the Plan;

          (vii)     To consider and act on the compromise and settlement of
     any claim against, or cause of action by or against the Debtor's Estate;

          (viii)    To resolve any pending disputes regarding the Debtor's
     interest in property;

          (ix) To issue orders in aid of execution of the Plan to the extent
     authorized by 11 U.S.C. Section 1142 of the Code; and

          (x)  To determine such other matters as may be set forth in the
     Confirmation Order or as may arise in connection with the Plan or the
     Confirmation Order.

     (b)  The Plan may be amended by the Debtor before or after the Effective
Date as provided in 11 U.S.C. Section 1127 of the Code.

     3.   Payment of Fees Pursuant to 11 U.S.C. Section 1129(a)(12). All fees
required to be paid by 28 U.S.C. Section 1930 which are due and owing as of
the date of confirmation shall have been paid prior to the Confirmation Date,
or shall be paid on the Effective Date of the Plan. Post-confirmation, the
Debtor shall continue to pay all quarterly fees due under 28 U.S.C. Section
1930(a)(6) until such time as the Debtor's Chapter 11 case is closed.

     4.   Modification of Payment Terms. The treatment of any Allowed Claim
(secured or unsecured) may be reduced at any time after the Effective Date
upon the consent of the creditor whose Allowed Claim treatment is being
reduced. Unless otherwise provided in this Plan with respect to a specific
lien, any lien retained by the holder of an Allowed Secured Claim may be
satisfied by payment in full of the allowed amount of such Secured Claim.

     5.   Discharge of the Debtor. The rights afforded in the Plan shall be in
exchange for and in complete satisfaction, discharge and release of all claims
or interest of any nature whatsoever, including any interest accrued thereon
from and after the Petition Date against the Debtor, or the Estate, or any of
its assets or properties, except as otherwise provided for in the Plan. Upon
the Effective Date, pursuant to Section 1141 of the Code, all such claims or
interests against or in the Debtor shall be satisfied, discharged and released
in full. Pursuant to Section 524 of the Code, confirmation of the Plan shall
not affect the liability of any party other than the Debtor with respect to
any debt. All creditors and holders of interests shall be precluded from
asserting against the Debtor or its Estate or its assets any other further
claim or interest based on any act or omission, transaction or other activity
of any kind that occurred prior to the Effective Date. Except as provided for
in the Plan or in the Confirmation Order, upon Confirmation of the Plan, the
Debtor shall be vested with full ownership of and dominion over its property
and assets free and clear of all claims, liens, charges, and other interests
of creditors arising prior to the filing of the Bankruptcy Petition, and
except as otherwise provided in the Plan. Upon confirmation of the within
Plan, the Debtor may operate its business free of any restrictions of the
Bankruptcy Code, the Bankruptcy Court, or the United States Trustee.

     6.   Final Report. Within one hundred eighty (180) days following the
Effective Date of the Plan, the Debtor will file its Final Report and account
of administration of its estate and application for Final Decree seeking to
close the Chapter 11 bankruptcy proceeding.

     7.   Amendment of Articles of Incorporation. Pursuant to Section
1123(a)(6), the Debtor shall, on or before the Effective Date of the Plan,
amend its Articles of Incorporation to add (i) a provision prohibiting the
issuance of non-voting equity securities, (ii) a provision for one single
class of common stock with authority to issue a number of shares of stock at
least equal to the number of shares to be issued pursuant to this Plan,
together with the number of shares to be issued pursuant to the Warrants, and
(iii) a provision for a single class of preferred stock available to be issued
to persons who would be qualified to have an interest in the Debtor pursuant
to the applicable rules, regulations and requirements of the Colorado Gaming
Commission governing investment in entities holding gaming licenses, and who
contributes capital which in the reasonable opinion of the Debtor's board of
directors is necessary for needed improvements.


                     [THIS SPACE INTENTIONALLY LEFT BLANK]

<PAGE>
DATED:    
                                   CASINOS U.S.A., INC.


                                   By --------------------------------------
                                         Gerald Jacobs, President


Respectfully submitted,

LIRTZMAN NEHLS NORMAN & HEPNER, P.C.



------------------------------------    
Daniel A. Hepner    #16894
Richard C. Nehls    #7581
190 Arapahoe Avenue
Boulder, CO 80302
(303) 444-5141

ATTORNEYS FOR DEBTOR IN POSSESSION